Transfer of Company’s Seat

Cyprus Transfer-in Companies (Transfer of Company’s Seat)

Cyprus Transfer-in companies, within the scope of the Cyprus Company Law Cap. 113, can be defined as the procedure of re-domiciling a foreign company’s registered office from a country or jurisdiction in the Republic of Cyprus and vice versa.

The transfer of a company’s registered office into Cyprus, apply inter alia, if the foreign company is registered in a country which allows re-domiciliation and which company’s Memorandum and Articles of Association provide for the possibility of re-domiciliation.

The advantages to a company by this facilitative legislation are:

To enter into a more favourable tax regime (corporate 12,5% and many tax exemptions, such as dividends and interest income);

To enter into a jurisdiction within the European Union and be able to merge with other companies established within the EU (EU directive 2005/56/EC on cross border mergers);

An opportunity is given for the legal entity to transfer its current status (contracts, agreements, etc) as it was in its current jurisdiction into Cyprus.

The only governing body responsible for the implementation of the re-domiciliation is the Cyprus Registrar of Companies of the Republic of Cyprus through a straight forward procedure accompanied by various documents from the foreign company, such as corporate documents, various resolutions and certificates, etc. Also, if the company is carrying out a licensed activity it will need to satisfy local licensing criteria for the relevant activity.

Important timeframes to consider are the following:

– When all the relevant documents are submitted to the Cyprus Registrar of Companies, a certificate of temporary continuation will be issued and the company will be considered as a legal person for the purposes of the law. Within six months from that date the company must submit to the Cyprus Registrar of Companies proof that it has been ‘deregistered’ from its transfer-out jurisdiction.

– The company is then issued with its permanent certificate of continuation. If the company does not procure such proof of deregistration within six months, then the Registrar may:

Delete the name of the company from the register and inform the jurisdiction of incorporation that the company has not been registered in Cyprus; or,

If there is a reasonable cause for the delay, extend the period for submission of proof of deregistration by a final three month period, after which no further extensions are granted and deletion and notification ensue.

This Cyprus legislation enabling transfers in and out of Cyprus is expected to bring to Cyprus relocations from jurisdictions permitting transfers out. Cyprus unique tax and regulatory advantages have brought it to the forefront of ‘vehicle’ jurisdictions for financing, restructuring, holding, investment and trading.

The authors expressly disclaim all and any liability and responsibility to any person, entity or corporation who acts or fails to act as a consequence of any reliance upon the whole or any part of the contents of this publication.

Accordingly no person, entity or corporation should act or rely upon any matter or information as contained or implied within this publication without first obtaining advice from an appropriately qualified professional person or firm of advisors, and ensuring that such advice specifically relates to their particular circumstances.

PKF Cyprus firms are member firms of the PKF International Limited network of legally independent firms and do not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.